CloverETL® Community End User License Agreement (EULA)

IMPORTANT! READ CAREFULLY! This license agreement is a legal agreement between you ("LICENSEE") and Javlin, a.s. ("JAVLIN") under which JAVLIN grants licenses with respect to computer software, associated media, printed materials, and online or electronic documentation. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU INSTALL, COPY, DOWNLOAD OR USE THE SOFTWARE. BY INSTALLING, COPYING, DOWNLOADING OR USING THE SOFTWARE, YOU, ON BEHALF OF YOURSELF AND/OR THE ORGANIZATION YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT INCLUDING ALL TERMS AND CONDITIONS INCORPORATED HEREIN BY REFERENCE.

IF YOU DO NOT AGREE WITH THE FOLLOWING TERMS, IMMEDIATELY STOP USING THE SOFTWARE.

Section 1 – Definitions

1.1 "Licensee" means you, or the organization on whose behalf you are accepting the EULA.

1.2 "Computer" shall mean the computer, server, workstation, device, or virtual machine on which the Software Program is installed.

1.4 "Software Program" shall mean the computer software and license file provided by JAVLIN under this Agreement, including all new releases, corrections, enhancements and updates to such computer software, which JAVLIN makes generally available and which the LICENSEE receives pursuant to the terms of this agreement. Some features of the Software Program may not be enabled if they do not fall under the feature set(s) covered by the specific license fees paid.

Section 2 – Grant of License

JAVLIN grants the LICENSEE a non-exclusive, non-transferable, non-sub-licensable right and perpetual license to use, one or more instances of the Software Program and Documentation, in executable code form only, on a Computer. The LICENSEE may not distribute or resell the Software Program in any form, or use the Software Program to construct any product to directly compete with the Software Program.

Section 3 – Restrictions

3.1 The Software Program is made available solely in accordance with the license agreement. Without limiting the foregoing, any copying or redistribution of the Software Program is prohibited, including any copying or reproduction of the Software Program to any other server or location for further reproduction, or redistribution. Any unauthorized use, copying or distribution of the Software Program is expressly prohibited by law, and may result in civil and criminal penalties.

3.2 JAVLIN owns and retains title to the Software Program and all related materials, including all intellectual property rights therein. The Software Program and the materials are licensed, not sold. During any term of this Agreement, LICENSEE shall not, directly or indirectly, UNLESS EXPRESSLY PERMITTED BY JAVLIN: (i) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the Software Program or any modified version or derivative work of the Software Program; (ii) remove or alter any copyright, trademark, registration or proprietary notice in the Software Program; or (iii) attempt, or permit anyone else to, reverse engineer, decompile or modify any encrypted or encoded portion of the Software Program; (iv) modify or create any derivative works based on the Software Program; and (v) will not publish or make available to any third party any analysis of the results of operation of the Software Program, including but not limited to performance benchmarking results.

Section 4 – Intellectual Property

LICENSEE acknowledges that all intellectual property rights in the Software Program and the goodwill associated therewith are vested in and belong to JAVLIN. JAVLIN reserves any and all rights that are not expressly granted to the LICENSEE hereunder. Under no circumstances may LICENSEE modify, decompile, reverse engineer or disassemble any executable code contained within the Software Program nor create or prepare derivative works of, or attempt to discover or modify in any way the underlying source code of the Software Program or any part thereof. LICENSEE further agrees that LICENSEE will not publish, present or document the application-programming interface (API) of the Software Program. During any term of this Agreement, LICENSEE grants to JAVLIN a non-transferable, non-exclusive license to reproduce and display LICENSEE's logos, trademarks, trade names and similar identifying material so JAVLIN may refer to LICENSEE as a user of the Software Program should JAVLIN so desire, (e.g. website, press release, marketing materials).

Section 5 – Transferability

This license is granted to LICENSEE only and as such does not permit LICENSEE to sell, lend, assign, lease or transfer in any other way any copy of the Software Program. Any transfer in violation of this provision is not permitted. EVEN THOUGH THE SOFTWARE IS PROVIDED FREE OF CHARGE, LICENSEE MAY NOT TRANSFER TO ANY THIRD PARTY UNDER THE CONDITIONS OF THIS PARAGRAPH.

Section 6 – Limitation of Liability

IN NO EVENT SHALL JAVLIN, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF JAVLIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (1) THE ACCESS OR USE OF OR THE INABILITY TO ACCESS OR USE THE SITE, SERVICES, OR MATERIALS; (2) THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR VIA THE SOFTWARE PROGRAM OR DOCUMENTATION; (3) ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; (4) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, USER MATERIALS OR OTHER DATA; (5) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (6) ANY FAILURE TO STORE OR LOSS OF DATA, FILES, MATERIALS OR OTHER CONTENT; (7) ANY SERVICES AVAILABLE THAT ARE DELAYED OR INTERRUPTED;.

Section 7 – Responsibility for Software Updates

7.1 In order to ensure that the software functions properly, JAVLIN publishes updates to this software on its web pages. These updates improve the workings of the software, remove any bugs or keep current software's interfaces. The user is responsible for proper configuration of the software and updating process to provide for the highest possible level of functional reliability. UNDER THE COMMUNITY LICENSING AGREEMENT, JAVLIN MAKES NO COMMITMENT TO UPDATE THE SOFTWARE OR BE COMPATIBLE IN VERSION OR FUNCTIONALITY WITH THE COMMERCIAL VERSION.

7.2 This Software Program is not developed or intended for use in any inherently dangerous applications, including applications that may create a risk of personal injury. If you use this Software Program in dangerous applications, then you shall be responsible to take all appropriate fail-safe, backup, redundancy, and other measures to ensure its safe use. JAVLIN and its affiliates disclaim any liability for any damages caused by use of this Software Program in dangerous or high risk applications.

Section 8 – Restriction and Termination of Use

JAVLIN may block, restrict, disable, suspend or terminate the CloverETL Community program at any time at JAVLIN's sole discretion, without prior notice or liability to LICENSEE.

Section 9 – Data Privacy

You agree that JAVLIN may process technical and related information about your use of the Software which may include license number, online/offline license activation, license expiration, internet protocol address, hardware identification, operating system, application software, peripheral hardware, and non-personally identifiable Software usage statistics to facilitate the provisioning of updates, support, invoicing or online services. To the extent that this information constitutes personal data, JAVLIN shall be the controller of such personal data. To the extent that it acts as a controller, each party shall comply at all times with its obligations under applicable data protection legislation.

Section 10 – Governing Law

The validity, construction and performance of this agreement shall be governed by the substantive laws of Czech Republic (excluding conflicts of law principles). LICENSEE and JAVLIN agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the Czech Republic. If any legal action is undertaken to enforce the terms of this agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which that party may be entitled.